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As Of Filer Filing For·On·As Docs:Size Issuer Agent 11/18/11 SLM Student Loan Trust 2011-3 8-K:1,2,9 11/18/11 19:3.4M RR Donnelley/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 42K 2: EX-1.1 Underwriting Agreement HTML 177K 3: EX-1.2 Pricing Agreement HTML 39K 4: EX-4.1 Amended and Restated Trust Agreement HTML 233K 5: EX-4.2 Slm Funding Interim Trust Agreement HTML 73K 6: EX-4.3 Bluemont Funding Interim Trust Agreement HTML 71K 7: EX-4.4 Town Center Interim Trust Agreement HTML 73K 8: EX-4.5 Town Hall Interim Trust Agreement HTML 76K 9: EX-4.6 Vl Funding Interim Trust Agreement HTML 68K 10: EX-4.7 Indenture HTML 513K 11: EX-5.1 Opinion of Richards, Layton & Finger, P.A. HTML 35K 12: EX-99.1 Purchase Agreement HTML 184K 13: EX-99.2 Purchase Agreement HTML 203K 14: EX-99.3 Purchase Agreement HTML 202K 15: EX-99.4 Purchase Agreement HTML 201K 16: EX-99.5 Purchase Agreement HTML 201K 17: EX-99.6 Sale Agreement HTML 192K 18: EX-99.7 Administration Agreement HTML 274K 19: EX-99.8 Servicing Agreement HTML 209K
| Form 8-K |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): November 18, 2011
SLM Student Loan Trust 2011-3
(Exact name of issuer as specified in its charter)
| Delaware | 04-3480392 | |||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
c/o The Bank of New York Mellon Trust
Company, National Association
10161 Centurion Parkway
Jacksonville Florida 32256
(Address of principal executive offices)
Issuer’s telephone number, including area code: 703 984-5858
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01 | Entry into a Material Definitive Agreement. |
Closing of SLM Student Loan Trust 2011-3.
SLM Student Loan Trust 2011-3 (the “Trust”) was formed on January 11, 2011 pursuant to the Trust Agreement (the “Trust Agreement”), dated as of January 11, 2011, among SLM Funding LLC (“SLM Funding”), The Bank of New York Mellon Trust Company, National Association, not in its individual capacity but solely as the eligible lender trustee (the “Eligible Lender Trustee”) and BNY Mellon Trust of Delaware, not in its individual capacity but solely as the Delaware trustee (the “Delaware Trustee”). The Trust Agreement was amended and restated as of November 18, 2011 pursuant to the Amended and Restated Trust Agreement by and among SLM Funding, the Eligible Lender Trustee, Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture Trustee”) and the Delaware Trustee.
On November 9, 2011, SLM Funding, SLM Education Credit Finance Corporation (“ECFC”) and SLM Corporation on the one hand, and RBS Securities Inc. and J.P. Morgan Securities LLC (the “Representatives”), each on behalf of itself and Deutsche Bank Securities Inc. on the other, executed and delivered the Underwriting Agreement relating to the Student Loan-Backed Notes (the “Notes”) to be issued by the Trust. On November 10, 2011, SLM Funding, ECFC and SLM Corporation on the one hand, and the Representatives, each on behalf of itself and Deutsche Bank Securities Inc. on the other, executed and delivered the Pricing Agreement relating to the Notes.
In connection with the foregoing, the following agreements were executed and delivered by the respective parties thereto: (a) the Purchase Agreement, dated as of November 18, 2011, by and among SLM Funding, ECFC and The Bank of New York Mellon Trust Company, National Association, not in its individual capacity but solely as interim eligible lender trustee for the benefit of SLM Funding (the “Interim Eligible Lender Trustee”); (b) the Purchase Agreement, dated as of November 18, 2011, by and among Bluemont Funding LLC (“Bluemont Funding”), The Bank of New York Mellon Trust Company, National Association, not in its individual capacity but solely as interim eligible lender trustee for Bluemont Funding (the “Bluemont Funding Eligible Lender Trustee”), SLM Funding, the Interim Eligible Lender Trustee and Sallie Mae, Inc., as the servicer (the “Servicer”); (c) the Purchase Agreement, dated as of November 18, 2011, by and among Town Center Funding LLC (“Town Center Funding”), The Bank of New York Mellon Trust Company, National Association, not in its individual capacity but solely as interim eligible lender trustee for Town Center Funding (the “Town Center Funding Eligible Lender Trustee”), SLM Funding, the Interim Eligible Lender Trustee and the Servicer; (d) the Purchase Agreement, dated as of November 18, 2011, by and among Town Hall Funding LLC (“Town Hall Funding”), The Bank of New York Mellon Trust Company, National Association, not in its individual capacity but solely as interim eligible lender trustee for Town Hall Funding (the “Town Hall Funding Eligible Lender Trustee”), SLM Funding, the Interim Eligible Lender Trustee and the Servicer; (e) the Purchase Agreement, dated as of November 18, 2011, by and among VL Funding LLC (“VL Funding”), The Bank of New York Mellon Trust Company, National Association, not in its individual capacity but solely as interim eligible lender trustee for VL Funding (the “VL Funding Eligible Lender Trustee”), SLM Funding, the Interim Eligible Lender Trustee and the Servicer; (f) the Interim Trust Agreement, dated as of November 18, 2011, by and between SLM Funding and the Interim Eligible Lender Trustee; (g) the Interim Trust Agreement, dated as of November 18, 2011, by and between Bluemont Funding and the Bluemont Funding Eligible Lender Trustee; (h) the Interim Trust Agreement, dated as of November 18, 2011, by and between Town Center Funding and the Town Center Funding Eligible Lender Trustee; (i) the Interim Trust Agreement, dated as of November 18, 2011, by and between Town Hall Funding and the Town Hall Funding Eligible Lender Trustee; (j) the Interim Trust Agreement, dated as of November 18, 2011, by and between VL Funding and the VL Funding Eligible Lender Trustee; (k) the Indenture, dated as of November 18, 2011, by and among the Trust, the Eligible Lender Trustee and the Indenture Trustee; (l) the Sale Agreement, dated as of November 18, 2011, by and among the Trust, the Eligible Lender Trustee, SLM Funding and the Interim Eligible Lender Trustee; (m) the Administration Agreement, dated as of November 18, 2011, by and among the Trust, Sallie Mae, Inc., in its capacity as administrator (the “Administrator”), the Eligible Lender Trustee, the Servicer, SLM Funding and the Indenture Trustee; and (n) the Servicing Agreement, dated as of November 18, 2011, by and among the Servicer, the Administrator, the Trust, the Eligible Lender Trustee and the Indenture Trustee.
On November 18, 2011, the Trust issued $836,000,000 of its Student Loan-Backed Notes.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
The Trust used the net proceeds of these notes to purchase the student loans.
| Item 9.01 | Financial Statements and Exhibits. |
| (c) | Exhibits. |
| 1.1 | Underwriting Agreement relating to the Notes, dated November 9, 2011, by and among SLM Funding, ECFC, SLM Corporation and the Representatives. | |
| 1.2 | Pricing Agreement relating to the Notes, dated November 10, 2011, by and among SLM Funding, ECFC, SLM Corporation and the Representatives. | |
| 4.1 | Amended and Restated Trust Agreement, dated as of November 18, 2011, by and among SLM Funding, the Eligible Lender Trustee, the Indenture Trustee and the Delaware Trustee. | |
| 4.2 | SLM Funding Interim Trust Agreement, dated as of November 18, 2011, by and between SLM Funding and the Interim Eligible Lender Trustee. | |
| 4.3 | Bluemont Funding Interim Trust Agreement, dated as of November 18, 2011, by and between Bluemont Funding and the Bluemont Funding Eligible Lender Trustee. | |
| 4.4 | Town Center Interim Trust Agreement, dated as of November 18, 2011, by and between Town Center Funding and the Town Center Funding Eligible Lender Trustee. | |
| 4.5 | Town Hall Interim Trust Agreement, dated as of November 18, 2011, by and between Town Hall Funding and the Town Hall Funding Eligible Lender Trustee. | |
| 4.6 | VL Funding Interim Trust Agreement, dated as of November 18, 2011, by and between VL Funding and the VL Funding Eligible Lender Trustee. | |
| 4.7 | Indenture, dated as of November 18, 2011, by and among the Trust, the Eligible Lender Trustee and the Indenture Trustee. | |
| 5.1 | Opinion of Richards, Layton & Finger, P.A., dated November 18, 2011, with respect to due authorization, enforceability and legality of the Notes. | |
| 99.1 | Purchase Agreement, dated as of November 18, 2011, by and among SLM Funding, the Interim Eligible Lender Trustee and ECFC. | |
| 99.2 | Purchase Agreement, dated as of November 18, 2011, by and among Bluemont Funding, the Bluemont Funding Eligible Lender Trustee, SLM Funding, the Interim Eligible Lender Trustee and the Servicer. | |
| 99.3 | Purchase Agreement, dated as of November 18, 2011, by and among Town Center Funding, the Town Center Funding Eligible Lender Trustee, SLM Funding, the Interim Eligible Lender Trustee and the Servicer. | |
| 99.4 | Purchase Agreement, dated as of November 18, 2011, by and among Town Hall Funding, the Town Hall Funding Eligible Lender Trustee, SLM Funding, the Interim Eligible Lender Trustee and the Servicer. | |
| 99.5 | Purchase Agreement, dated as of November 18, 2011, by and among VL Funding, the VL Funding Eligible Lender Trustee, SLM Funding, the Interim Eligible Lender Trustee and the Servicer. | |
| 99.6 | Sale Agreement, dated as of November 18, 2011, by and among SLM Funding, the Interim Eligible Lender Trustee, the Eligible Lender Trustee and the Trust. | |
| 99.7 | Administration Agreement, dated as of November 18, 2011, by and among the Trust, the Administrator, SLM Funding, the Eligible Lender Trustee, the Servicer and the Indenture Trustee. | |
| 99.8 | Servicing Agreement, dated as of November 18, 2011, by and among the Servicer, the Administrator, the Trust, the Eligible Lender Trustee and the Indenture Trustee. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the issuing entity has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SLM STUDENT LOAN TRUST 2011-3 | ||||
| By: | SLM FUNDING LLC | |||
| Dated: November 18, 2011 | By: | /s/ MARK D. REIN | ||
| Name: | Mark D. Rein | |||
| Title: | Vice President | |||
| Exhibit Number |
Description | |
| 1.1 | Underwriting Agreement relating to the Notes, dated November 9, 2011, by and among SLM Funding, ECFC, SLM Corporation and the Representatives. | |
| 1.2 | Pricing Agreement relating to the Notes, dated November 10, 2011, by and among SLM Funding, ECFC, SLM Corporation and the Representatives. | |
| 4.1 | Amended and Restated Trust Agreement, dated as of November 18, 2011, by and among SLM Funding, the Eligible Lender Trustee, the Indenture Trustee and the Delaware Trustee. | |
| 4.2 | SLM Funding Interim Trust Agreement, dated as of November 18, 2011, by and between SLM Funding and the Interim Eligible Lender Trustee. | |
| 4.3 | Bluemont Funding Interim Trust Agreement, dated as of November 18, 2011, by and between Bluemont Funding and the Bluemont Funding Eligible Lender Trustee. | |
| 4.4 | Town Center Interim Trust Agreement, dated as of November 18, 2011, by and between Town Center Funding and the Town Center Funding Eligible Lender Trustee. | |
| 4.5 | Town Hall Interim Trust Agreement, dated as of November 18, 2011, by and between Town Hall Funding and the Town Hall Funding Eligible Lender Trustee. | |
| 4.6 | VL Funding Interim Trust Agreement, dated as of November 18, 2011, by and between VL Funding and the VL Funding Eligible Lender Trustee. | |
| 4.7 | Indenture, dated as of November 18, 2011, by and among the Trust, the Eligible Lender Trustee and the Indenture Trustee. | |
| 5.1 | Opinion of Richards, Layton & Finger, P.A., dated November 18, 2011, with respect to due authorization, enforceability and legality of the Notes. | |
| 99.1 | Purchase Agreement, dated as of November 18, 2011, by and among SLM Funding, the Interim Eligible Lender Trustee and ECFC. | |
| 99.2 | Purchase Agreement, dated as of November 18, 2011, by and among Bluemont Funding, the Bluemont Funding Eligible Lender Trustee, SLM Funding, the Interim Eligible Lender Trustee and the Servicer. | |
| 99.3 | Purchase Agreement, dated as of November 18, 2011, by and among Town Center Funding, the Town Center Funding Eligible Lender Trustee, SLM Funding, the Interim Eligible Lender Trustee and the Servicer. | |
| 99.4 | Purchase Agreement, dated as of November 18, 2011, by and among Town Hall Funding, the Town Hall Funding Eligible Lender Trustee, SLM Funding, the Interim Eligible Lender Trustee and the Servicer. | |
| 99.5 | Purchase Agreement, dated as of November 18, 2011, by and among VL Funding, the VL Funding Eligible Lender Trustee, SLM Funding, the Interim Eligible Lender Trustee and the Servicer. | |
| 99.6 | Sale Agreement, dated as of November 18, 2011, by and among SLM Funding, the Interim Eligible Lender Trustee, the Eligible Lender Trustee and the Trust. | |
| 99.7 | Administration Agreement, dated as of November 18, 2011, by and among the Trust, the Administrator, SLM Funding, the Eligible Lender Trustee, the Servicer and the Indenture Trustee. | |
| 99.8 | Servicing Agreement, dated as of November 18, 2011, by and among the Servicer, the Administrator, the Trust, the Eligible Lender Trustee and the Indenture Trustee. | |
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / For Period End: | 11/18/11 | 8-K | ||
| 11/10/11 | ||||
| 11/9/11 | 424B2, FWP | |||
| 1/11/11 | ||||
| List all Filings | ||||
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